SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[ X ] AMENDMENT NO. 1 TO JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
________________ TO ____________
<TABLE>
<CAPTION>
<S> <C>
Commission file number 0-9109 Commission file number 0-9110
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
-------------------------- --------------------------
(Exact name of registrant as specified (Exact name of registrant as specified
in its charter) in its charter)
Delaware Delaware
---------- ---------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
95-3520818 95-3419438
----------------- ----------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
197 First Avenue, Suite 300 197 First Avenue, Suite 100
Needham Heights, Massachusetts 02494-9127 Needham Heights, Massachusetts 02494-9127
------------------------------ -------------------------------
(Address of Principal executive (Address of Principal executive
offices including zip code) offices including zip code)
(781) 433-6000 (781) 453-8062
------------------ -------------------
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
MEDITRUST CORPORATION MEDITRUST OPERATING COMPANY
--------------------------- -----------------------------
Title of Each Class and Name of Title of Each Class and Name of
------------------------- -------------------------
Each Exchange on Which Registered Each Exchange on Which Registered
----------------- ------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Common Stock $.10 Par Value, Common Stock $.10 Par Value,
New York Stock Exchange New York Stock Exchange
9% convertible Debentures due 2002,
New York Stock Exchange
7 1/2% Convertible Debentures due 2001,
New York Stock Exchange
7.375% Notes due 2000,
New York Stock Exchange
7.6% Notes due 2001,
New York Stock Exchange
Cumulative Redeemable Preferred Stock
represented by depositary shares
representing 1/10th of a share of preferred stock,
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None None
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes ____X_____ No __________
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A, or any amendment to
this Form 10-K/A.
------------
Aggregate market value of the paired voting stock of Meditrust Corporation
("Meditrust") and of Meditrust Operating Company ("Operating") held by
non-affiliates as of December 31, 1998 was $2,258,552,000. The number of shares
of common stock, par value $.10 per share, outstanding as of December 31, 1998
for Meditrust was 150,631,102 and Operating was 149,325,725.
The following documents are incorporated by reference into the indicated
Part of this Form 10-K/A.
Document Part
-------- ----
None N/A
- --------------------------------------------------------------------------------
2
<PAGE>
Item 4a.
EXECUTIVE OFFICERS OF THE REGISTRANTS
The following information relative to Meditrust's executive officers is
given as of April 29, 1999:
<TABLE>
<CAPTION>
Name Age Position with Meditrust
- ---- --- -----------------------
<S> <C> <C>
Thomas M. Taylor 56 Chairman
David F. Benson 50 Chief Executive Officer, President, Treasurer and Director
Michael F. Bushee 41 Chief Operating Officer
Michael S. Benjamin 41 Senior Vice President, Secretary and General Counsel
Laurie T. Gerber 41 Chief Financial Officer
John G. Demeritt 39 Controller
Stephen C. Mecke 36 Vice President of Acquisitions
Debora A. Pfaff 36 Vice President of Operations
Richard W. Pomroy 41 Vice President of Development
</TABLE>
Thomas M. Taylor has been interim Chairman of the Board of Meditrust and
Operating since August 1998. Prior to that he was Chairman of the Board of La
Quinta Inns, Inc. from 1994 to 1998, and President of Thomas M. Taylor & Co. (an
investment consulting firm) since 1985, and President of TMT-FW, Inc. (a
diversified investment firm) since September 1989. Mr. Taylor is also a Director
of Kirby Corporation, MacMillan Bloedel Limited, Moore Corporation Limited,
Agrium Inc., Loewen Group, Inc. and John Wiley & Sons, Inc., and Chairman of the
Board of Encal Energy, Ltd.
David F. Benson has been interim Chief Executive Officer of Meditrust since
August 1998, President of Meditrust since September 1991 and Treasurer since
October 1996. Mr. Benson also served as Treasurer of Meditrust from January 1986
to May 1992. He was Treasurer of the Mediplex Group, Inc. from January 1986
through June 1987. He has been a Director of Meditrust since 1991 and a Director
of Operating since 1997. He was previously associated with the Boston office of
PricewaterhouseCoopers, L.L.P. from 1975 to 1985 where he specialized in
providing financial services to a variety of healthcare clients. Previous to
that Mr. Benson was associated with the New York investment banking firm, Brown
Brothers Harriman & Company. Mr. Benson is also a trustee of Mid-Atlantic Realty
Trust, a shopping center REIT, traded on the New York Stock Exchange, and a
non-executive Director of NHP, Plc, a UK company specializing in the purchase
and leasing of purpose-built nursing homes.
Michael F. Bushee has been Chief Operating Officer of Meditrust since
September 1994. He was Senior Vice President of Operations of Meditrust from
November 1993 through August 1994, Vice President from December 1989 to October
1993, Director of Development from January 1988 to December 1989 and has been
associated with Meditrust since April 1987. He was previously associated with
The Stop & Shop Companies, Inc., a retailer of food products and general
merchandise, for three years and Wolf & Company, P.C., independent accountants
for four years.
3
<PAGE>
Michael S. Benjamin has been Senior Vice President, Secretary and General
Counsel of Meditrust since October 1993. He was Vice President, Secretary and
General Counsel from May 1992 to October 1993, Secretary and General Counsel
from December 1990 to May 1992 and Assistant Counsel to Meditrust from November
1989 to December 1990. His previous association was with the law firm of Brown,
Rudnick, Freed & Gesmer, from 1983 to 1989.
Laurie T. Gerber, a Certified Public Accountant, joined Meditrust in
December 1996 as Chief Financial Officer. Prior to joining Meditrust, she was a
partner in the accounting firm of PricewaterhouseCoopers, L.L.P., where she
worked for 14 years.
John G. Demeritt has been Controller of Meditrust since October 1995. Prior
to that, he was Corporate Controller of CMG Information Services, Inc., an
information service provider, from 1994 to 1995. He was Vice President of
Finance and Treasurer of Salem Sportswear Corporation, a manufacturer and
marketer of licensed sports apparel, from June 1991 to November 1993. He was
Controller of Scitex America Corporation, a manufacturer and distributor of
electronic prepress equipment, from August 1986 to June 1991, and was previously
associated with Laventhol & Horwath, independent accountants, from 1983 to 1986.
Stephen C. Mecke has been Vice President of Development since October 1995
and has been Meditrust's Director of Development since June 1992. He was
previously the manager of underwriting at Continental Realty Credit Inc., a
commercial mortgage company, from October 1988 to June 1992.
Deborah A. Pfaff has been Vice President of Operations since October 1995
and has been Meditrust's Director of Operations since September 1992. Ms. Pfaff
was previously a Senior Manager with KPMG Peat Marwick where she worked from
1985 to 1992.
Richard W. Pomroy has been Vice President of Property Management since
October 1997 and has been Director of Property Management since 1994. Prior to
joining Meditrust, he was a project manager responsible for the management and
development of construction projects at Continuum Care Corporation, an operator
of nursing homes, subacute health care centers, and rehabilitation facilities.
Mr. Pomroy began his career in the real estate industry as an architectural
project manager, and gained additional property management experience as senior
project manager, and later as vice president of construction, for several Boston
area general contracting firms.
The following information relative to Operating's executive officers is
given as of April 29, 1999:
<TABLE>
<CAPTION>
Name Age Position with Operating
- ---- --- -----------------------
<S> <C> <C>
Thomas M. Taylor 56 Chairman
William C. Baker 65 President and Treasurer
</TABLE>
Thomas M. Taylor has been interim Chairman of the Board of Operating and
Meditrust since August 1998. Prior to that he was Chairman of the Board of La
Quinta Inns, Inc. from 1994 to 1998, and President of Thomas M. Taylor & Co. (an
investment consulting firm) since 1985, President of TMT-FW, Inc. (a diversified
investment firm) since September 1989. Mr. Taylor is also a Director of Kirby
Corporation, MacMillan Bloedel Limited, Moore Corporation Limited, Agrium Inc.,
Loewen Group, Inc. and John Wiley & Sons, Inc., and Chairman of the Board of
Encal Energy, Ltd.
William C. Baker has been President and Treasurer of Operating since August
1998 and a Director of Operating since October 1991. Mr. Baker was Chief
Executive Officer of Santa Anita Realty Enterprises from April 1996 to August
1996. Mr. Baker was the President of Red Robin International, Inc. (restaurant
company) from 1993 to 1995, a private investor from 1988 to 1992 and Chairman of
the Board and Chief Executive Officer of Del Taco, Inc. from 1976 to 1988. He
has also served as Chairman of the Board of Coast Newport Properties since 1991.
Mr. Baker is a Director of Callaway Golf Company and Public Storage, Inc. He is
also the President and Chief Executive Officer of Los Angeles Turf Club,
Incorporated.
4
<PAGE>
PART III
General
As used in this Part III, Meditrust means Meditrust Corporation or, as the
context may require, Meditrust, the Massachusetts business trust ("Meditrust's
Predecessor"), and the term "Shares" means shares of beneficial interest of
Meditrust's Predecessor or Shares of paired common stock of Meditrust and
Operating, as the context may require. The mergers of Meditrust's Predecessor
with and into Santa Anita Realty Enterprises, Inc. ("SAE"), with SAE as the
surviving corporation, and Meditrust Acquisition Corporation with and into Santa
Anita Operating Company ("SAO" and together with SAE, "Santa Anita"), with SAO
as the surviving corporation, are herein referred to as the "Santa Anita
Mergers." All Share prices and numbers of Shares have been adjusted to reflect
the Santa Anita Mergers.
Item 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Executive Officers of The Meditrust Companies
Incorporated by reference to Item 4a of this Form 10-K/A under the caption
"Executive Officers of the Registrants."
Directors of The Meditrust Companies
The respective Boards of Directors of each of The Meditrust Companies are
divided into three classes. Each class has a term of three years and the terms
are staggered so that in each year only one class of Directors for each of The
Meditrust Companies is elected.
Current Directors
<TABLE>
<CAPTION>
Director of
Named Entity
Name and Principal and its
Occupation or Employment Age Director of Predecessor since Terms Expire
- ------------------------ --- ----------- ----------------- ------------
<S> <C> <C> <C> <C>
Donald J. Amaral............................ 45 Meditrust and Operating 1997 and 1997 1999
Chariman of Coram HealthCare Corp.,
a health care provider
William C. Baker............................ 65 Operating 1991 2000
President and Treasurer of Operating
David F. Benson............................. 50 Meditrust and Operating 1991 and 1997 2001
Chief Executive Officer, President
and Treasurer of Meditrust
Nancy G. Brinker............................ 52 Meditrust and Operating 1998 2001
Founding Chairman, Susan G. Komen
Breast Cancer Foundation
Edward W. Brooke............................ 79 Meditrust and Operating 1985 and 1997 2000
Retired
William G. Byrnes........................... 48 Operating 1998 2001
Professor of Finance, Georgetown
University Business School
James P. Conn............................... 61 Meditrust 1995 1999
Managing Director and Chief Investment
Officer of Financial Security Assurance,
Inc., an insurance company
John C. Cushman, III........................ 58 Meditrust 1996 2000
President and Chief Executive Officer
of Cushman Realty Corporation,
a commercial real estate brokerage firm
C. Gerald Goldsmith......................... 71 Meditrust and Operating 1997 and 1997 2000
Independent investor and financial
consultant
Thomas J. Magovern.......................... 56 Meditrust and Operating 1985 and 1997 2001
Financial/Real Estate Consultant
Stephen E. Merrill.......................... 52 Meditrust and Operating 1998 and 1998 1999
President, Bingham Consulting Group,
LLC
Thomas M. Taylor............................ 56 Meditrust and Operating 1998 and 1998 1999
President of Thomas M. Taylor & Co.,
an investment consulting firm
Gerald Tsai, Jr............................. 70 Meditrust and Operating 1992 and 1997 1999
Chairman, Tsai Management, Inc.
</TABLE>
5
<PAGE>
Donald J. Amaral has been a Director of The Meditrust Companies since
October 1997. Mr. Amaral formerly served as Director, President and Chief
Executive Officer of Coram HealthCare Corp. from October 1995 to April 1998 and
is currently Coram's Chairman. Previously, he was President and Chief Operating
Officer of OrNda Healthcorp from April 1994 to August 1995, and served in
various executive positions with Summit Health Ltd. from October 1989 to April
1994, including President and Chief Executive Officer between October 1991 and
April 1994. Summit was merged into OrNda in April 1994. Prior to joining Summit,
Mr. Amaral was President and Chief Operating Officer of Mediplex from 1986 until
October 1989. Mr. Amaral is a member of the Board of Directors of Summit Care
Corporation. He has also served as a Healthcare Consultant to DLJ since
September 1998.
William C. Baker has been a Director of Operating since October 1991 and has
been President and Treasurer of Operating since August 1998. Mr. Baker was Chief
Executive Officer of Santa Anita Realty Enterprises from April 1996 to August
1996. Mr. Baker was the President of Red Robin International, Inc. (restaurant
company) from 1993 to 1995, a private investor from 1988 to 1992 and Chairman of
the Board and Chief Executive Officer of Del Taco, Inc. from 1976 to 1988. He
has also served as Chairman of the Board of Coast Newport Properties since 1991.
Mr. Baker is a Director of Callaway Golf Company and Public Storage, Inc. He is
also the President and Chief Executive Officer of Los Angeles Turf Club,
Incorporated.
David F. Benson has been a Director of The Meditrust Companies since 1991
and a Director of Operating since 1997. Mr. Benson has been interim Chief
Executive Officer of Meditrust since August 1998, President of Meditrust since
September 1991 and Treasurer since October 1996. Mr. Benson also served as
Treasurer of Meditrust from January 1986 to May 1992. He was Treasurer of the
Mediplex Group, Inc. from January 1986 through June 1987. He was previously
associated with the Boston office of PricewaterhouseCoopers, L.L.P. from 1975 to
1985 where he specialized in providing financial services to a variety of
healthcare clients. Previous to that Mr. Benson was associated with the New York
investment banking firm, Brown Brothers Harriman & Company. Mr. Benson is also a
trustee of Mid-Atlantic Realty Trust, a shopping center REIT, traded on the New
York Stock Exchange, and a non-executive Director of NHP, Plc, a UK company
specializing in the purchase and leasing of purpose-built nursing homes.
Nancy G. Brinker has been a Director of The Meditrust Companies since April
1998. She has served as Founding Chairman of the Susan G. Komen Breast Cancer
Foundation since 1982, and she has been a healthcare consultant since 1992. She
was a Director of Caremark, Intl. from 1993 to 1996 and Chief Executive Officer
of In Your Corner, Inc., a health and wellness products and information company
from October 1995 to April 1998. She is a member of the Board of Directors of
Physician Reliance Network, Inc.
Edward W. Brooke has been a Director of The Meditrust Companies since 1985.
Senator Brooke was a partner of O'Connor & Hannan, a Washington, D.C. law firm,
from 1979 until January 1997. From 1979 until October 1990 he was Of Counsel to
Csaplar & Bok, a Boston law firm. He was United States Senator from
Massachusetts from January 1967 to January 1979 and the Massachusetts Attorney
General from 1963 to 1967.
William G. Byrnes has been a Director of The Meditrust Companies since April
1998. He has been appointed a Distinguished Teaching Professor of Finance at the
Georgetown University Business School, effective July 1998. He was a Managing
Director of BT Alex. Brown (and its predecessor, Alex. Brown & Sons
Incorporated) from 1981 through February 1998. He is a member of the Board of
Directors of JDN Realty Corporation.
James P. Conn has been a Director of Meditrust since 1995. Mr. Conn has
been the Managing Director and Chief Investment Officer of Financial Security
Assurance, Inc. (insurance) since 1992. He was also the President and Chief
Executive Officer of Bay Meadows Operating Company (horse racing) from 1988 to
1992. Mr. Conn is a Trustee of Gabelli Equity Trust and Gabelli Global
Multimedia Trust (investment companies) and a member of the Board of Directors
of First Republic Bank.
John C. Cushman, III has been a Director of Meditrust since 1996. Mr.
Cushman has been the President and Chief Executive Officer of Cushman Realty
Corporation since 1978. He is a Director of National Golf Properties, Inc. (golf
course owner).
C. Gerald Goldsmith has been a Director of The Meditrust Companies since
August 1997. Mr. Goldsmith was Chairman and President of I.C.D., a New York
Stock Exchange listed company from 1972 to 1976, and since then he has been an
independent investor and financial advisor. He currently serves as a Director of
Nine West Group, Inc., Palm Beach National Bank & Trust Company, American
Banknote Corporation, Innkeepers USA Trust and Plymouth Rubber. He also serves
as Chairman of the Board of Intercoastal Health Foundation.
6
<PAGE>
Thomas J. Magovern has been a Director of Meditrust since 1985 and a
Director of Operating since 1997. Mr. Magovern was a Regional Vice President of
Real Estate Asset Management of Summit Bank (successor to United Jersey Bank), a
New Jersey banking institution, from November 1995 to 1998. He was a principal
of Nationwide Financial Corp., a real estate consulting firm from September 1993
to October 1995. Mr. Magovern was Executive Vice President of Northeast Savings,
F.A. from January 1991 until February 1993. Prior to that time he had been
Senior Vice President of City Savings Bank, F.S.B. from April 1989 until January
1991 and a Vice President of that bank for more than five years.
Stephen E. Merrill has been a Director of The Meditrust Companies since May
1998. Mr. Merrill is the President of Bingham Consulting Group, L.L.C. and was
Of Counsel to the law firm Choate, Hall & Stewart from March 1997 to February
1999. Previously, Mr. Merrill served as Governor of the State of New Hampshire
from 1993 through 1997. He was senior partner in the law firm Merrill &
Broderick from 1989 through 1993 and served as Attorney General for the State of
New Hampshire from 1985 through 1989.
Thomas M. Taylor has been a Director of The Meditrust Companies since August
1998. Mr. Taylor has been interim Chairman of the Boards of Meditrust and
Operating since August 1998. Prior to that he was Chairman of the Board of La
Quinta Inns, Inc. from 1994 to 1998, and President of Thomas M. Taylor & Co. (an
investment consulting firm) since 1985, President of TMT-FW, Inc. (a diversified
investment firm) since September 1989. Mr. Taylor is also Director of Kirby
Corporation, MacMillan Bloedel Limited, Moore Corporation Limited, Agrium Inc.,
Loewen Group, Inc. and John Wiley & Sons, Inc., and Chairman of the Board of
Encal Energy, Ltd.
Gerald Tsai, Jr. has been a Director of Meditrust since 1992 and a Director
of Operating since 1997. Mr. Tsai has been the Chairman of Tsai Management,
Inc., a business services company, since 1998 and was Chairman, Chief Executive
Officer and President of Delta Life Corporation, an annuity company, from
February 1993 to October 1997. Mr. Tsai retired in 1991 as Chairman of the
Executive Committee of the Board of Directors of Primerica Corporation, a
diversified financial services company, which position he held since December
1988. From January 1987 to December 1988, Mr. Tsai was Chairman, and from April
1986 to December 1988, he was Chief Executive Officer of Primerica Corporation.
He is a Director of Rite Aid Corporation, Sequa Corporation, Triarc Companies,
Inc., United Rentals, Inc., Saks Incorporated and Zenith National Insurance
Corp. Mr. Tsai is also a Trustee of Boston University and New York University
Medical Center.
Family Relationships
There are no family relationships among any of the Directors, executive
officers or persons nominated or chosen to become a Director or executive
officer of The Meditrust Companies.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished
to The Meditrust Companies during its most recent fiscal year, Forms 5 and
amendments thereto furnished to The Meditrust Companies with respect to its most
recent fiscal year and written representations furnished to The Meditrust
Companies, no officer, Director or 10% beneficial owner of The Meditrust
Companies failed to timely file a required Form except for Mr. Edward Robinson,
former Chief Operating Officer of Operating. Mr. Robinson, whose employment with
Operating terminated on August 31, 1998, failed to timely file a Form 3 when he
initially became an executive officer on April 15, 1998. A Form 3 was filed for
Mr. Robinson on May 12, 1998.
7
<PAGE>
Item 11.
EXECUTIVE COMPENSATION
Meditrust
The following table sets forth the compensation paid to those individuals
who served as Meditrust's Chief Executive Officer, or in a similar capacity,
during 1998 and the four other most highly compensated executive officers other
than the Chief Executive Officer, or such individuals who served in a similar
capacity, in 1998 for services rendered in all capacities to Meditrust and its
subsidiaries during the fiscal years ended December 31, 1998, 1997 and 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
Restricted Securities All other
Stock Under-Lying Compen-
Name and Principal Award(s) Options/ sation
Position Year Salary ($) Bonus ($) ($)(6) SARs (#) ($)(1)
- ------------------------ ---- ---------- --------- ------------ ------------- --------
<S> <C> <C> <C> <C> <C> <C>
David F. Benson 1998 500,000 319,912(3) 2,812,500 375,000 6,860
Interim CEO and President 1997 350,000 391,382(3) 6,610
1996 290,000 335,997(3)
Michael S. Benjamin 1998 300,000 194,718(4) 1,125,000 150,000 6,785
Senior Vice President and 1997 200,000 238,141(4) 6,536
Secretary 1996 175,000 240,318(4) 6,305
Michael F. Bushee 1998 300,000 194,718(4) 1,125,000 150,000 6,627
Chief Operating Officer 1997 200,000 238,141(4) 6,377
1996 175,000 240,318(4) 6,305
Laurie T. Gerber 1998 250,000 150,000 1,125,000 150,000 6,157
Chief Financial Officer 1997 155,000 149,525(5) 5,907
1996(2) 6,458 13,370(5) 0
</TABLE>
(1) Includes 401(k) plan contribution of $5,000, $5,000, $5,000 and $5,000
in 1998, $4,750, $4,750, $4,750 and $4,750 in 1997 and $4,750, $4,750,
$4,750 and $0 in 1996, and term life insurance premium payments of
$1,860, $1,785, $1,627 and $1,157 in 1998, $1,860, $1,785, $1,627 and
$1,157 in 1997 and $1,620, $1,555, $1,555 and $0 in 1996, on behalf of
Messrs. Benson, Benjamin and Bushee and Ms. Gerber, respectively.
(2) Ms. Gerber commenced her employment with Meditrust in December 1996.
(3) For the years 1998, 1997 and 1996, $69,912, $167,286 and $121,832 of
which relates to Meditrust's issuance to Mr. Benson of (i) 2,558 Shares
in four installments valued at $36.38, $30.94, $26.81 and $16.00 per
Share in January, 1998, April, 1998, July, 1998 and October, 1998; (ii)
5,097 Shares in three installments valued at $30.27, $31.89 and $36.38
per Share on April 1, 1997, July 1, 1997 and October 10, 1997; and (iii)
514 Shares and 3,827 Shares valued at $27.88 and $28.09 per Share on
April 12, 1996 and July 8, 1996. All issuance prices were the closing
prices for Shares on the New York Stock Exchange on the respective dates
of issuance.
(4) For the years 1998, 1997 and 1996, $44,718, $86,875 and $130,318 of
which relates to Meditrust's issuance to each of Messrs. Benjamin and
Bushee of (i) 1,646 Shares in four installments valued at $36.38,
$30.94, $26.81 and $16.00 per Share in January, 1998, April, 1998, July,
1998 and October, 1998; (ii) 2,734 Shares in installments valued at
$30.27, $31.89 and $36.38 per Share on April 1, 1997, July 1, 1997 and
January 2, 1998; and (iii) 308, 2,792, 1,135 and 307 Shares valued at
$27.88, $28.09, $29.23 and $32.77 per Share on April 12, 1996, July 8,
1996, October 3, 1996 and January 3, 1997. All issuance prices were the
closing prices for Shares on the New York Stock Exchange on the
respective dates of issuance.
8
<PAGE>
(5) For the years 1997 and 1996, $39,472 and $13,370 of which relates to
Meditrust's issuance to Ms. Gerber of (i) 1,224 Shares in three equal
installments valued at $30.27, $31.89 and $34.59 per Share on April 1,
1997, July 1, 1997 and October 10, 1997 and (ii) 408 Shares valued at
$32.77 per Share on January 3, 1997. All issuance prices are the closing
prices for Shares on the New York Stock Exchange on the respective dates
of issuance.
(6) On July 31, 1998, Meditrust issued 125,000, 50,000, 50,000 and 50,000
Shares of restricted stock, which as of December 31, 1998 had a value of
$1,875,000, $750,000, $750,000 and $750,000, to Messrs. Benson, Benjamin
and Bushee and Ms. Gerber. The restricted stock vests on the earlier of
the 8th year or upon achievement of the following performance criteria:
achievement of Funds from Operations of $2.92 in 2000, $3.10 in 2001,
$3.28 in 2002, $3.48 in 2003 and $3.69 in 2004. All of the restricted
stock immediately vests upon a change of control of Meditrust. Dividends
were paid in August, September and November.
The following table sets forth information concerning the grant of stock
options to the following persons during the fiscal year ended December 31, 1998:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of
Securities Percent of Total
Underlying Options Granted Exercise on Grant
Options to Employees Base Price Expiration Date Present
Name Granted(#) in 1998 ($/Share) Date Value ($)(1)
- ---- ---------- ------------------ -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
David F. Benson 375,000 27 13.44 12/08 393,750
Michael S. Benjamin 150,000 11 13.44 12/08 157,500
Michael F. Bushee 150,000 11 13.44 12/08 157,500
Laurie T. Gerber 150,000 11 13.44 12/08 157,500
</TABLE>
- ---------------
(1) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was used to estimate the grant date
present value of the options set forth in this table. The option pricing
model assumed an estimated volatility of 33.0%, dividend yield of 14%,
risk-free rate of return of 4.35% and an expected life of 4 years from
the grant date.
The following table sets forth information concerning exercises of stock
options by the following persons during the fiscal year ended December 31, 1998
and the number and value of their stock options at December 31, 1998:
9
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-Money Options at
Acquired on Realized Options at 12/31/98 (#) 12/31/98 ($)Exercisable/
Name Exercise(#) ($)(1) Exercisable/Unexercisable Unexercisable(2)
- ---- ------------ ---------- ------------------------- ---------------------------
<S> <C> <C> <C> <C>
David F. Benson 0 0 187,095/759,513 0/585,000
Michael S. Benjamin 0 0 104,138/438,385 0/234,000
Michael F. Bushee 0 0 104,138/438,385 0/234,000
Laurie T. Gerber 0 0 24,031/246,129 0/234,000
</TABLE>
- ------------------
(1) Market value of underlying securities at exercise, less the exercise price.
(2) Market value of $15.00 as of December 31, 1998, less the exercise price.
Operating
The following table sets forth the compensation paid to those individuals
who served as Operating's Chief Executive Officer during 1998, or in a similar
capacity, and the two other most highly compensated executive officers other
than the Chief Executive Officer, or such individuals who served in a similar
capacity, in 1998 for services rendered in all capacities to Operating and its
subsidiaries during the fiscal years ended December 31, 1998, 1997 and 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
----------------------- ------------
Restricted All other
Name and Principal Stock Compensation
Position Year Salary ($) Bonus ($) Awards ($) ($)(1)
- ------------------------ ---- ---------- --------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Abraham D. Gosman 1998(2) 1,591,673 489,000 (3) 5,874
Former Chief Executive 1997(2) 140,580 0 0 26,616(4)
Officer 1996(2) N/A N/A N/A N/A
William C. Baker 1998 0 45,844 (5) (6)
President 1997 300,000 350,000 0 4,352(7)
1996 225,000 250,000 0 3,264
Edward J. Robinson
Chief Operating Officer 1998(8) 187,501 0 0 1,250(6)
1997(8) N/A N/A N/A N/A
1996(8) N/A N/A N/A N/A
</TABLE>
10
<PAGE>
- ---------------
(1) Includes 401(k) plan contribution of $5,000, $0 and $1,250 in 1998,
$741, $0 and $0 in 1997 and $0, $0 and $0 in 1996, and term life
insurance premium payments of $874, $0 and $1,250 in 1998, $136, $4,352
and $0 in 1997 and $0, $3,264 and $0 in 1996, on behalf of Messrs.
Gosman, Baker and Robinson.
(2) Mr. Gosman became the Chief Executive Officer of Operating on November
5, 1997 and ceased to be employed by Operating on August 3, 1998. He
was not otherwise employed by Operating until that date. Information
provided with respect to 1997 is for the period November 5, 1997
through December 31, 1997.
(3) On July 28, 1998, Operating issued 800,000 Shares of restricted stock at
$25.25 per Share to Mr. Gosman, which as of the grant date had a value
of $20,200,000. This grant was forfeited on November 14, 1998. Dividends
were paid in August, September and November of 1998.
(4) Reflects the dollar value as of December 31, 1997, of the benefit to Mr.
Gosman of the portion of the premium paid by Operating in 1997 with
respect to a split-dollar life insurance agreement (see "Further
Information Regarding the Boards of Directors and Executive Officers"
below for a description of such agreement). The benefit for 1997 was
determined by calculating the time value of money (using applicable
short-term federal funds rate of 5.68%) of the portion of the premium
paid by the employer in 1997 ($468,600) relating to non-term life
insurance for the period from May 19, 1997 (the date on which the
premium was paid) until June 18, 1998 (which was the earliest date on
which the employer could terminate the agreement and obtain a refund of
the premium paid). Operating assumed the obligations of Meditrust under
such split-dollar life insurance agreement on November 5, 1997.
(5) On July 31, 1998, Operating issued 75,000 Shares of restricted stock at
$22.50 per Share to Mr. Baker, which as of the grant date had a value of
$1,687,500. As of December 31, 1998 the restricted stock had a value of
$1,125,000. This grant was forfeited on January 4, 1999. Dividends were
paid in August, September and November.
(6) Does not include severance payments of $1,723,800 and $1,234,651 paid to
Messrs. Baker and Robinson.
(7) Does not include severance payments of $1,583,233 paid in 1997 to Mr.
Baker in connection with the Santa Anita Merger.
(8) Mr. Robinson became the Chief Operating Officer of Operating in April
1998 and ceased to be employed by the Company in August, 1998. He was
not otherwise employed by Operating until that date. Information
provided with respect to 1998 is for the period commencing in April
1998.
The following table sets forth information concerning exercises of stock
options by the following persons during the fiscal year ended December 31, 1998
and the number and value of their stock options at December 31, 1998:
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-Money
Acquired on Realized Options at 12/31/98 (#) Options at 12/31/98 ($)
Name Exercise(#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Abraham D. Gosman 25,234 328,039 0/0 0/0
William C. Baker 75,000 1,200,000 0/0 0/0
Edward J. Robinson 0 0 0/0 0/0
</TABLE>
- -----------------
(1) Market value of underlying securities at exercise, less the exercise price.
11
<PAGE>
Further Information Regarding the Boards of Directors and Executive Officers
Directors Compensation
The Meditrust Companies pay each Director who is not otherwise an
employee of The Meditrust Companies a fee of $30,000 per year for services as a
Director plus $1,000 per day for attendance at each meeting of the full Board
of Directors. In addition, the Chairman and each member of a committee of the
Board of Directors are paid $1,250 and $ 1,000, respectively, for attendance at
a committee meeting. The Meditrust Companies reimburse the Directors for travel
expenses incurred in connection with their duties as Directors of The Meditrust
Companies. In addition, The Meditrust Companies from time to time pays Directors
additional fees in connection with various special projects.
Meditrust's Predecessor maintained a Trustee Retirement Plan for
Trustees of Meditrust's Predecessor who had served on the Board for at least
five years and who were not employed by Meditrust's Predecessor upon their
retirement from the Board. Pursuant to the plan, Meditrust's Predecessor was
obligated to issue to each eligible retired Trustee annual installments of
Shares having a fair market value equal to the amount of the basic Trustee fee
paid to such Trustee (most recently $30,000) during the last full year of such
Trustee's service on the Board plus the amount payable to such Trustee for
attendance at six Board meetings (most recently $6,000) during such year. Annual
benefits will be paid for the number of years equal to the number of years that
the retired Trustee served on the Board. During 1998, Meditrust paid $337,559,
$337,559 and $182,550 to each of Messrs. Brooke, Magovern and Tsai,
respectively, former Trustees of Meditrust's Predecessor, in the form of
unrestricted Meditrust shares which amounts were equal to the present value of
each individuals' accumulated benefits. The Board has terminated such plan as it
relates to existing Directors and has not instituted a replacement plan.
Financing Arrangement with Executive Officer
During 1996, Meditrust granted secured loans aggregating up to $240,000
to David F. Benson, with a weighted average interest rate of approximately 6%
per annum. As of December 31, 1998, the balance outstanding on these loans was
$90,341, all of which is payable on or before May 19, 1999.
Employment Arrangements
Employment Arrangements with Executive Officers. Effective January 1,
1999, each of David F. Benson, Michael S. Benjamin, Michael F. Bushee and Laurie
T. Gerber (each, an "Executive") entered into an Employment Agreement with
Meditrust. Mr. Benson's Employment Agreement provides that he will serve as
President and Chief Executive Officer of Meditrust until the fourth anniversary
of the effective date of his Employment Agreement. Messrs. Benjamin's and
Bushee's and Ms. Gerber's Employment Agreements provide that they will serve as
the Senior Vice President and General Counsel, Chief Operating Officer and Chief
Financial Officer, respectively, of Meditrust until the third anniversary of the
effective date of the respective Employment Agreement. Each Employment Agreement
is automatically extended for an additional one-year term unless either of the
respective parties thereto elects to terminate the respective Employment
Agreement by notice in writing at least 90 days prior to the end of the term of
such Employment Agreement. Each Executive is eligible to receive an annual bonus
to be determined by the Compensation Committee of an amount between 75% and 100%
of his base compensation in the case of Mr. Benson and between 40% and 80% of
his or her base compensation in the case of each of Messrs. Benjamin and Bushee
and Ms. Gerber.
Upon termination of employment due to the death or disability of an
Executive, all unexercisable stock options and non-vested stock-based grants and
performance units will immediately vest and will be exercisable for 90 days.
Additionally, Meditrust will provide health insurance coverage for at least two
years.
If an Executive's employment is terminated by such Executive for "good
reason," or if Meditrust terminates his or her employment without "cause,"
Meditrust will pay such Executive a severance payment equal to, at a minimum,
three times, in the case of Mr. Benson, and two times in the case of Messrs.
Benjamin and Bushee and Ms. Gerber the sum of his or her average base
compensation (determined in accordance with the respective Employment Agreement)
and average incentive compensation (determined in accordance with the respective
Employment Agreement) (for each Executive, the "Severance Payment").
If a "Change in Control" (as defined in the respective Employment
Agreement) occurs and the Executive's employment is terminated for any reason or
no reason, in the case of Mr. Benson, or for any reason other than death,
disability or voluntary resignation, in the case of Messrs. Benjamin or Bushee
or Ms. Gerber, within two years of such Change in Control, Meditrust must pay
the subject Executive a lump sum amount equal to such Executive's Severance
Payment and all stock options and other stock-based awards and performance units
will become immediately exercisable or non-forfeitable. In addition, Meditrust
will provide Mr. Benson with a tax gross-up payment to cover any excise tax due.
12
<PAGE>
Employment Arrangements with Former Chief Executive Officer. Effective
July 7, 1998, Abraham D. Gosman entered into an Employment Agreement pursuant to
which his service as Chief Executive Officer of Operating was extended through
December 31, 2002. Mr. Gosman's base compensation was $1,000,000 per year. In
addition, Mr. Gosman was eligible to receive a bonus at the end of each fiscal
year of up to 100% of his base compensation. Mr. Gosman was also awarded 800,000
performance shares and options to purchase 1,600,000 paired shares of The
Meditrust Companies at $30.75 per paired share (the "Option"). The Option was
scheduled to vest in 25% increments on each of February 27, 1999, February 27,
2000, February 27, 2001 and February 27, 2002. Mr. Gosman was issued 100,000
units in the Long Term Bonus Program. In the event of Mr. Gosman's termination
following a change in the control of Operating or other than for cause, the
Employment Agreement provided that Mr. Gosman would have the right to exchange
up to 800,000 performance shares for an equal number of newly issued units in
the Long Term Bonus Program. In the event that Mr. Gosman's employment was
terminated upon a change of control of Operating or a termination other than for
cause, the Employment Agreement provided that (i) all unvested performance
shares would become immediately vested in full, (ii) all performance units
issued (including units issued in exchange for performance shares) would become
immediately vested in full with the value of each unit to be $50, (iii) any
unvested options to purchase shares of Operating or The Meditrust Companies held
by Mr. Gosman would become immediately vested and exercisable in full and (iv)
Mr. Gosman would be paid a lump sum within 30 days of such termination equal to
three times the sum of his base salary and maximum bonus opportunity for the
year of termination. In the event of termination because of death or disability
the Employment Agreement provided that Mr. Gosman or his estate would be paid
his base salary and maximum bonus for the balance of the original term of the
Agreement and, except in the event of Mr. Gosman's death, Operating would
continue to make advance premium payments with respect to the split dollar life
insurance policy.
In May 1995, Meditrust's Predecessor entered into a split-dollar
agreement with a trust established by Mr. Gosman (the "Insurance Trust"),
pursuant to which Meditrust's Predecessor and the Insurance Trust were to share
in the premium costs of a life insurance policy purchased by the Insurance Trust
that would pay a benefit of approximately $50 million upon the death of Mr.
Gosman. The split-dollar agreement was assumed by Operating. Pursuant to such
agreement, Operating agreed to advance the portion of the policy premiums not
related to the term life insurance portion of the policy. Operating is entitled
to reimbursement of the amounts advanced, without interest, upon the first to
occur of (a) Mr. Gosman ceasing to be employed by the Company, (b) the death of
Mr. Gosman or (c) the surrender of the policy. Operating's right to
reimbursement is secured by an assignment of the life insurance policy and a
guaranty of Mr. Gosman in the amount of the excess, if any, of the premium paid
by Operating over the cash surrender value of the insurance policy. In
connection with the split-dollar agreement, Mr. Gosman agreed with Operating
that if the split-dollar agreement was in effect at the time of his death and
the net death benefit payable to the Insurance Trust was at least $24 million,
then no shares owned by Mr. Gosman at his death would be sold by any of his
heirs during the first year following his death and no more than 100,000 of such
Shares would be sold during any three-month period in the second, third and
fourth years following his death.
On August 3, 1998, Abraham D. Gosman resigned from his position as
Director and Chairman of the Boards of Directors of the Companies and Chief
Executive Officer and Treasurer of Operating. Operating and Mr. Gosman are
continuing to discuss their respective rights and obligations under the
Employment Agreement, including those with respect to the split-dollar
agreement.
Familial Relationships
There are no family relationships among any of the Directors or
executive officers of The Meditrust Companies.
13
<PAGE>
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal and Management Shareholders of The Meditrust Companies
The following table sets forth as of March 26, 1999, except as otherwise
noted, the number of Paired Shares beneficially owned, directly or indirectly,
by (i) each of the Directors of each of The Meditrust Companies, (ii) all
persons who served as chief executive officer of either of The Meditrust
Companies for the year ended December 31, 1998, (iii) each of the four most
highly compensated executive officers for the year ended December 31, 1998, (iv)
all Directors and current executive officers of The Meditrust Companies as a
group, and (v) all persons who, to the knowledge of The Meditrust Companies,
beneficially own five percent or more of the Paired Shares as of March 26, 1999.
Unless otherwise indicated, all information concerning beneficial ownership was
provided by the respective Director, executive officer or five percent
beneficial owner, as the case may be.
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(1) Percent of Class
<S> <C> <C>
Directors and Executive Officers:
Donald J. Amaral 25,000 *
William C. Baker 61,400 *
David F. Benson 207,810(2) *
Nancy G. Brinker 1,500 *
Edward W. Brooke 245,962(3) *
William G. Byrnes 100,182 *
James P. Conn 15,062 *
John C. Cushman, III 224,954 *
C. Gerald Goldsmith 1,000 *
Thomas J. Magovern 71,941 *
Stephen E. Merrill 1,000 *
Thomas M. Taylor 5,161,647(4) 3.4%
Gerald Tsai, Jr. 69,889(5) *
Michael S. Benjamin 118,665 *
Michael F. Bushee 120,316 *
Laurie T. Gerber 28,665 *
- -------------------------- ------------- -------
All Directors and current executive officers of
The Meditrust Companies as a group 6,454,993(6) 4.3%
5% Shareholders:
Portfolio C Investors, L.P. 2,990,809(7)
The Airlie Group, L.P. 269,633(8)
Annie R. Bass Grandson's Trust for Lee M. Bass 445,962(9)
Annie R. Bass Grandson's Trust for Sid. R. Bass 445,962(10)
The Bass Management Trust 658,526(11)
14
<PAGE>
Hyatt Anne Bass Successor Trust 857,701(12)
Lee M. Bass, Inc. 2,294,211(13)
Peter Sterling 187,600
Samantha Sims Bass Successor Trust 857,701(14)
Sid R. Bass, Inc. 2,294,211(15)
Thomas M. Taylor & Co. 1,901,205(16)
William P. Hallman, Jr. 140,002(17)
- ------------------------ --------------- -------
(as a Group) 13,343,523 8.9%
c/o W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
Former Director and Executive Officer:
Abraham D. Gosman 969,644(18) *
</TABLE>
_________________________
Less than 1%.
(1) Unless otherwise indicated, the number of Paired Shares stated as being
owned beneficially includes (i) Paired Shares beneficially owned by
spouses, minor children and/or other relatives in which the Director or
officer may share voting power and (ii) any of the Paired Shares listed
as being subject to options exercisable within sixty days of March 26,
1999.
(2) Does not include 120 Paired Shares owned by Mr. Benson's children, to
which Mr. Benson disclaims any beneficial interest.
(3) Does not include 1,201 Paired Shares owned by Senator Brooke's wife's
IRA, 6,000 Paired Shares owned of record by Senator Brooke as custodian
for his son, and 270 Paired Shares as custodian, as to which
Paired Shares Senator Brooke disclaims beneficial ownership.
(4) Mr. Taylor may be deemed to beneficially own the shares beneficially
owned by Thomas M. Taylor & Co., Portfolio C Investors, L.P. and the
Airlie Group, L.P. The aggregate of all of such shares which Mr. Taylor
may be deemed to beneficially own is 5,161,647.
(5) Does not include 2,500 Paired Shares owned by Mr. Tsai's wife, as to
which Paired Shares Mr. Tsai disclaims any beneficial interest.
(6) Does not include an aggregate of 9,324 Paired Shares owned by or for
parents, spouses or children, as to which Paired Shares the Directors or
officers disclaim any beneficial interest.
(7) Mr. Thomas M. Taylor, solely in his capacity as the President and sole
shareholder of the general partner of the general partner of Trinity I
Fund, L.P., the sole stockholder of the general partner of Portfolio C
Investors, L.P., may also be deemed a beneficial owner of such shares.
(8) Mr. Thomas M. Taylor, solely in his capacity as President of the general
partner of the Airlie Group, L.P.'s general partner, may also be deemed
a beneficial owner of such shares.
(9) Mr. William P. Hallman, Jr., solely in his capacity as Trustee of the
Annie R. Bass Grandson's Trust for Lee M. Bass, may also be deemed a
beneficial owner of such shares.
(10) Mr. William P. Hallman, Jr., solely in his capacity as Trustee of the
Annie R. Bass Grandson's Trust for Sid R. Bass, may also be deemed a
beneficial owner of such shares.
(11) Mr. Perry R. Bass, solely in his capacity as sole Trustee and as one
of two trustors of The Bass Management Trust, may also be deemed a
beneficial owner of such shares.
(12) Panther City Investment Company, solely in its capacity as Trustee of
the Hyatt Anne Bass Successor Trust, may also be deemed a beneficial
owner of such shares.
(13) Mr. Lee M. Bass, solely in his capacity as President of Lee M. Bass,
Inc., may also be deemed a beneficial owner of such shares.
(14) Panther City Investment Company, solely in its capacity as Trustee of
the Samantha Sims Bass Successor Trust, may also be deemed a beneficial
owner of such shares.
(15) Mr. Sid. R. Bass, solely in his capacity as President of Sid R. Bass,
Inc., may also be deemed a beneficial owner of such shares.
(16) Mr. Thomas M. Taylor, solely in his capacity as President of Thomas M.
Taylor & Co., may also be deemed a beneficial owner of such shares.
15
<PAGE>
(17) Such amount does not include shares held in Annie R. Bass Grandson's
Trust for Lee M. Bass and Annie R. Bass Grandson's Trust for Sid R.
Bass, for both of which Mr. Hallman serves as trustee.
(18) Mr. Gosman served as CEO of Operating until August 1998. Based on
filings made by Mr. Gosman prior to his resignation on August 3, 1998.
Mr. Gosman has not been required to make filings since his resignation;
therefore, the Companies cannot verify the accuracy of this disclosure.
The information reflected for certain beneficial owners listed under the heading
"5% Shareholders" is based on statements and reports filed with the SEC and
furnished to The Meditrust Companies by such holders. No independent
investigation concerning the accuracy thereof has been made by The Meditrust
Companies.
Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Meditrust currently subleases its principal executive offices from
Continuum Care of Massachusetts, Inc. ("CCM"), which is wholly-owned by Abraham
D. Gosman, Operating's former Chief Executive Officer, and his two adult sons,
on the same terms as CCM's lease with its landlord. The lease provides for an
average annual rental fee of $181,776 over the initial five-year term of the
lease, which expired on March 31, 1999. The lease has been extended until
January 31, 2001. Operating currently subleases its office from Meditrust.
In April 1995, Meditrust provided $11,287,581 of financing to an
affiliate of Life Care Centers of America, Inc. ("Life Care") for the
construction of a health care facility in West Bridgewater, Massachusetts. Life
Care retained CCM to construct the facility pursuant to a turnkey development
agreement in such amount, of which approximately $561,943 remains payable
under the terms of the agreement. Final payment will occur upon the achievement
of specified performance criteria by the facility.
During 1995, 1996, 1997 and 1998, Meditrust agreed to provide mortgage
and sale/leaseback financing in the aggregate amount of $286,503,180 (of which
$222,663,076 had been funded through March 31, 1999) to entities controlled
directly or indirectly by Mr. Gosman and which are currently outstanding for the
construction and/or permanent financing of 10 health care facilities located in
Palm Beach, Florida (two facilities), Princeton, New Jersey, Needham,
Massachusetts, Dedham, Massachusetts, Park Ridge, New Jersey, Deerfield Beach,
Florida, Boynton Beach, Florida, Jensen Beach, Florida and Bonita Springs,
Florida.
On January 22, 1998 and January 30, 1998, Meditrust acquired all of the
assets of, or all of the partnership interests in, 11 limited partnerships in
which Mr. Gosman held a minority equity interest, for an aggregate purchase
price of $110,527,841. The limited partnerships held medical office buildings,
which Meditrust currently leases directly to the occupants thereof.
During 1997 and 1998, Meditrust agreed to provide mortgage financing in
the aggregate of $68,675,000 (of which $63,250,000 had been funded through March
31, 1999), to certain limited partnerships in which Mr. Gosman holds a minority
equity interest for the construction and/or permanent financing of five medical
office buildings in the states of Arizona, Florida, Nevada and New Jersey. Mr.
Gosman owns from 6.76875% to 12% of the aggregate interests in such limited
partnerships.
16
<PAGE>
On March 4, 1998, Meditrust provided acquisition financing in the
amount of $24,228,723 to an entity in which Mr. Gosman owns a 42.5% equity
interest and Mr. Bushee owns a 2.5% equity interest, for the development of 134
acres of land in Jupiter, Florida. The loan balance on March 31, 1999 was
$13,718,176.
Operating paid $1,022,439 and $508,994 to Chancellor Aviation
corporation and Magnum Aviation Services Corporation, respectively, each of
which is owned by Mr. Gosman, in connection with certain services rendered to
Meditrust in 1998.
Cushman Realty Corporation ("CRC"), which is owned in part by John C.
Cushman, III, a Director of Meditrust, is representing La Quinta as a real
estate broker in connection with moving La Quinta's headquarters from San
Antonio, Texas to Dallas, Texas. CRC is receiving no fee.
PART IV
Item 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
2. Financial Statement Schedules
<TABLE>
<CAPTION>
Page(s)
<S> <C>
Report of Independent Accountants on Financial Statement Schedules....................... Previously Filed
II. Valuation and Qualifying Accounts................................................... Previously Filed
III. Real Estate and Accumulated Depreciation............................................ Previously Filed
IV. Mortgage Loans on Real Estate....................................................... Previously Filed
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions, are inapplicable or have been disclosed in the
notes to consolidated financial statements, and therefore, have been omitted.
3. Exhibits
Exhibits required as part of this report are listed in the index
appearing on pages 23 through 28.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
<TABLE>
<CAPTION>
<S> <C> <C>
Meditrust Corporation --- Incorporated by reference to Exhibit 4.1 to Joint
Amended and Restated 1995 Registration Statement on Form S-8 of Meditrust
Share Award Plan Corporation and Meditrust Operating Company
(File Nos. 333-39771 and 333-39771-01)
Meditrust Operating Company --- Incorporated by reference to Exhibit 4.2 to Joint
17
<PAGE>
Amended and Restated 1995 Registration Statement on Form S-8 of Meditrust
Share Award Plan Corporation and Meditrust Operating Company
(File Nos. 333-39771 and 333-39771-01)
Employment Agreement with --- Incorporated by reference to Exhibit 10.1 to the
Abraham D. Gosman Joint Quarterly Report on Form 10-Q for the Quarter
ended September 30, 1998
</TABLE>
(b) Reports on Form 8-K. The Meditrust Companies filed one joint
current report on Form 8-K, event date November 12, 1998, during
the quarter ended December 31, 1998.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MEDITRUST CORPORATION
By: /s/Laurie T. Gerber
--------------------------
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Dated: April 30, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Chairman of the Board of Directors April 30, 1999
- -----------------------------------------
Thomas M. Taylor
/s/ Director, President and Treasurer April 30, 1999
- ----------------------------------------- (Principal Executive Officer)
David F. Benson
/s/ Director April 30, 1999
- -----------------------------------------
Donald J. Amaral
/s/ Director April 30, 1999
- -----------------------------------------
Edward W. Brooke
/s/ Director April 30, 1999
- -----------------------------------------
James P. Conn
/s/ Director April 30, 1999
- -----------------------------------------
John C. Cushman
/s/ Director April 30, 1999
- -----------------------------------------
C. Gerald Goldsmith
/s/ Director April 30, 1999
- -----------------------------------------
Thomas J. Magovern
19
<PAGE>
/s/ Director April 30, 1999
- -----------------------------------------
Gerald Tsai, Jr.
/s/ Director April 30, 1999
- -----------------------------------------
Stephen E. Merrill
/s/ Director April 30, 1999
- -----------------------------------------
Nancy Goodman Brinker
</TABLE>
20
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MEDITRUST OPERATING CORPORATION
By: /s/William C. Baker
--------------------------------
President
Dated: April 30, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Chairman of the Board of Directors April 30, 1999
- -----------------------------------------
Thomas M. Taylor
/s/ President, Director, (Principal Executive, April 30, 1999
- ----------------------------------------- Financial and Accounting Officer)
William C. Baker
/s/ Director April 30, 1999
- -----------------------------------------
Donald J. Amaral
/s/ Director April 30, 1999
- -----------------------------------------
David F. Benson
/s/ Director April 30, 1999
- -----------------------------------------
Edward W. Brooke
/s/ Director April 30, 1999
- -----------------------------------------
C. Gerald Goldsmith
/s/ Director April 30, 1999
- -----------------------------------------
William G. Byrnes
/s/ Director April 30, 1999
- -----------------------------------------
Nancy Goodman Brinker
21
<PAGE>
/s/ Director April 30, 1999
- -----------------------------------------
Thomas J. Magovern
/s/ Director April 30, 1999
- -----------------------------------------
Gerald Tsai, Jr.
</TABLE>
22
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
<S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of Incorporated by reference to Exhibit 10.1 to
January 3, 1998 by and among La Quinta the Joint Current Report on Form 8-K of
Inns, Inc., Meditrust Corporation and Meditrust Corporation and Meditrust
Meditrust Operating Company Operating Company, event date January 8,
1998
2.2 Agreement and Plan of Merger dated as of Incorporated by reference to Exhibit 2 to the
January 11, 1998 among Meditrust Joint Current Report on Form 8-K of
Corporation, Meditrust Operating Company Meditrust Corporation and Meditrust
and Cobblestone Holdings, Inc. Operating Company, event date January 11,
1998
2.3 First Amendment to Agreement and Plan of Incorporated by reference to Exhibit 2 to the
Merger among Meditrust Corporation, Joint Current Report on Form 8-K of
Meditrust Operating Company and Meditrust Corporation and Meditrust
Cobblestone Holdings, Inc., dated as of Operating Company, event date March 16,
March 16, 1998 1998
3.1 Restated Certificate of Incorporation of Incorporated by reference to Exhibit 3.2 to
Meditrust Corporation filed with the the Joint Registration Statement on Form
Secretary of State of Delaware on March 2, S-4 of Meditrust Corporation and Meditrust
1998 Operating Company (File Nos. 333-47737
and 333-47737-01)
3.2 Certificate of Amendment of Restated Incorporated by reference to Exhibit 3.8 to
Certificate of Incorporation of Meditrust the Joint Quarterly Report on form 10-Q for
Corporation filed with the Secretary of State the Quarter ended June 30, 1998
of Delaware on July 17, 1998
3.3 Restated Certificate of Incorporation of Incorporated by reference to Exhibit 3.4 to
Meditrust Operating Company filed with the the Joint Registration Statement on Form
Secretary of State of Delaware on March 2, S-4 of Meditrust Corporation and Meditrust
1998 Operating Company (File Nos. 333-47737
and 333-47737-01)
3.4 Certificate of Amendment of Restated Incorporated by reference to Exhibit 3.9 to
Certificate of Incorporation of Meditrust the Joint Quarterly Report on form 10-Q for
Operating Company filed with the Secretary the Quarter ended June 30, 1998
of State of Delaware on July 17, 1998
3.5 Certificate of Designation for the 9% Series Incorporated by reference to Exhibit 4.1 to
A Cumulative Redeemable Preferred Stock Joint Current Report on Form 8-K of
of Meditrust Corporation filed with the Meditrust Corporation and Meditrust
Secretary of State of Delaware on June 12, Operating Company, event date June 10,
1998 1998
3.6 Amended and Restated By-laws of Incorporated by reference to Exhibit 3.5 to
Meditrust Corporation the Joint Registration Statement on Form
S-4 of Meditrust Corporation and Meditrust
Operating Company (File Nos. 333-47737
and 333-47737-01)
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
<S> <C> <C>
3.7 Amended and Restated By-Laws of Incorporated by reference to Exhibit 3.6 to
Meditrust Operating Company the Joint Registration Statement on Form
S-4 of Meditrust Corporation and Meditrust
Operating Company (File Nos. 333-47737
and 333-47737-01)
4.1 Pairing Agreement by and between Incorporated by reference to Exhibit 5 to
Meditrust Corporation (formerly known as Joint Registration Statement on Form 8-A of
Santa Anita Realty Enterprises, Inc.) and Santa Anita Operating Company filed
Meditrust Operating Company (formerly February 5, 1980
known as Santa Anita Operating Company)
dated as of December 20, 1979
4.2 First Amendment to Pairing Agreement, by Incorporated by reference to Exhibit 4.4 to
and between Meditrust Corporation and Joint Registration Statement on Form S-8 of
Meditrust Operating Company, dated Meditrust Corporation and Meditrust
November 6, 1997 Operating Company (File Nos. 333-39771
and 333-39771-01)
4.3 Second Amendment to Pairing Agreement, Incorporated by reference to Exhibit 4.3 to
by and between Meditrust Corporation and the Joint Registration Statement on Form
Meditrust Operating Company, dated S-4 of Meditrust Corporation and Meditrust
February 6, 1998 Operating Company (File Nos. 333-47737
and 333-47737-01)
4.4 Third Amendment to Pairing Agreement, by Filed herewith*
and between Meditrust Corporation and
Meditrust Operating Company, dated July
17, 1998
4.5 Rights Agreement, dated June 15, 1989, Incorporated by reference to Exhibit 2.1 to
among Meditrust Corporation (formerly Joint Registration Statement on Form 8-A of
known as Santa Anita Realty Enterprises, Santa Anita Realty Enterprises, Inc., filed
Inc.), Meditrust Operating Company June 19, 1989
(formerly known as Santa Anita Operating
Company), and Boston EquiServe, as
Rights Agent
4.6 Appointment of Boston EquiServe as Rights Incorporated by reference to Exhibit 4.6 to
Agent, dated October 24, 1997 Joint Registration Statement on Form S-8 of
Meditrust Corporation and Meditrust
Operating Company (File Nos. 333-39771
and 333-39771-01)
4.7 Meditrust Corporation Amended and Incorporated by reference to Exhibit 4.1 to
Restated 1995 Share Award Plan Joint Registration Statement on Form S-8 of
Meditrust Corporation and Meditrust
Operating Company (File Nos. 333-39771
and 333-39771-01)
4.8 Meditrust Operating Company Amended Incorporated by reference to Exhibit 4.2 to
and Restated 1995 Share Award Plan Joint Registration Statement on Form S-8 of
Meditrust Corporation and Meditrust
Operating Company (File Nos. 333-39771
and 333-39771-01)
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
<S> <C> <C>
4.9 Form of Fiscal Agency Agreement dated Incorporated by reference to Exhibit 4.7 to
November 15, 1993 between Meditrust and Form 10-K of Meditrust for the fiscal year
Fleet National Bank as fiscal agent ended December 31, 1993
4.10 Form of Indenture dated April 23, 1992 Incorporated by reference to Exhibit 4 to the
between Meditrust and Fleet National Bank, Registration Statement on Form S-3 of
as trustee Meditrust (File No. 33-45979)
4.11 Form of 9% Convertible Debenture due Incorporated by reference to Exhibit 4.1 to
2002 the Registration Statement on Form S-3 of
Meditrust (File No. 33-45979)
4.12 Form of Indenture dated March 9, 1994 Incorporated by reference to Exhibit 4 to the
between Meditrust and Shawmut Bank as Registration Statement on Form S-3 of
Trustee Meditrust (File No. 33-50835)
4.13 Form of 7 1/2% Convertible Debenture due Incorporated by reference to Exhibit 4 to the
2001 Registration Statement on Form S-3 of
Meditrust (File No. 33-50835)
4.14 Form of First Supplemental Indenture dated Incorporated by reference to Exhibit 4.1 to
as of July 26, 1995, to Indenture dated as of the Current Report on Form 8-K of Meditrust
July 26, 1995 between Meditrust and Fleet dated July 13, 1995
National Bank
4.15 Form of 8.54% Convertible Senior Note due Incorporated by reference to Exhibit 4.1 to
July 1, 2000 the Current Report on Form 8-K of Meditrust
dated July 27, 1995
4.16 Form of 8.56% Convertible Senior Note due Incorporated by reference to Exhibit 4.1 to
July 1, 2002 the Current Report on Form 8-K of Meditrust
dated July 27, 1995
4.17 Form of Second Supplemental Indenture Incorporated by reference to Exhibit 4.1 to
dated as of July 28, 1995, to Indenture the Current Report on Form 8-K of Meditrust
dated as of July 26, 1995 between dated July 27, 1995
Meditrust and Fleet National Bank, as
trustee
4.18 Form of Fixed Rate Senior Medium-term Incorporated by reference to Exhibit 4.3 to
Note the Current Report on Form 8-K of Meditrust
dated August 8, 1995
4.19 Form of Floating Rate Medium-term Note Incorporated by reference to Exhibit 4.4 to
the Current Report on Form 8-K of Meditrust
dated August 8, 1995
4.20 Form of Third Supplemental Indenture dated Incorporated by reference to Exhibit 4.2 to
as of August 10, 1995, to Indenture dated the Current Report on Form 8-K of Meditrust
as of July 26, 1995 between Meditrust and dated August 8, 1995
Fleet National Bank
4.21 Form of 7.375% Note due July 15, 2000 Incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K of Meditrust
dated July 13, 1995
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
<S> <C> <C>
4.22 Form of 7.60% Note due July 15, 2001 Incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K of Meditrust
dated July 13, 1995
4.23 Form of Fourth Supplemental Indenture Incorporated by reference to Exhibit 4.1 to
dated as of September 5, 1996, to the Current Report on Form 8-K of Meditrust
Indenture dated as of July 26, 1995 dated September 6, 1996
between Meditrust and Fleet National Bank
4.24 Form of 7.82% Note due September 10, Incorporated by reference to Exhibit 4.1 to
2026 the Current Report on Form 8-K of Meditrust
dated September 6, 1996
4.25 Form of Fifth Supplemental Indenture dated Filed herewith*
as of August 12, 1997, to Indenture dated
as of July 26, 1995 between Meditrust and
Fleet National Bank (State Street Bank and
Trust Company, as Successor Trustee)
4.26 Form of Remarketed Reset Note due August Filed herewith*
15, 2002
4.27 Form of Sixth Supplemental Indenture dated Filed herewith*
as of August 12, 1997, to Indenture dated
as of July 26, 1995 between Meditrust and
State Street Bank and Trust Company
4.28 Form of 7% Notes due August 15, 2007 Filed herewith*
4.29 Form of Seventh Supplemental Indenture Filed herewith*
dated August 12, 1997, to Indenture dated
as of July 26, 1995 between Meditrust and
State Street Bank and Trust Company
4.30 Form of 7.114% Note due August 15, 2011 Filed herewith*
4.31 Form of Deposit Agreement, among Incorporated by reference to Exhibit 4.3 to
Meditrust Corporation and State Street Bank Joint Current Report on Form 8-K of
and Trust Company and all holders from Meditrust Corporation and Meditrust
time to time of Receipts for Depositary Operating Company, event date June 16,
Shares, including form of Depositary 1998
Receipts
10.1 Credit Agreement dated as of July 17, 1998 Incorporated by reference to Joint Quarterly
among Meditrust Corporation, Morgan Report on Form 10-Q for the Quarter ended
Guaranty Trust Company of New York and June 30, 1998
the other Banks set forth therein
10.2 Amended and Restated Lease Agreement Incorporated by reference to Exhibit 2.2 to
between Mediplex of Queens, Inc. and the Form 8-K of Meditrust dated January 13,
QPH, Inc. dated December 30, 1986 1987
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
<S> <C> <C>
10.3 Employment Agreement dated as of July 17, Incorporated by reference to Exhibit 10.1 to
1998 by and between Meditrust Operating the Joint Quarterly Report on Form 10-Q for
Company and Abraham D. Gosman the Quarter ended September 30, 1998
10.4 Registration Rights Agreement, dated as of Incorporated by reference to Exhibit 10.3 to
January 3, 1998 by and among Meditrust Joint Current Report on Form 8-K of
Corporation, Meditrust Operating Company Meditrust Corporation and Meditrust
and certain other parties signatory thereto Operating Company, event date January 8,
1998
10.5 Shareholders Agreement, dated as of Incorporated by reference to Exhibit 10.2 to
January 3, 1998, by and among Meditrust Joint Current Report of Form 8-K of
Corporation, Meditrust Operating Company, Meditrust Corporation and Meditrust
certain shareholders of La Quinta Inns, Inc., Operating Company, event date January 8,
and solely for purposes of Section 3.6 of 1998
such Agreement, La Quinta Inns, Inc.
10.6 Shareholders Agreement, dated as of Incorporated by reference to Exhibit 10 to
January 11, 1998 among Meditrust the Joint Current Report on Form 8-K of
Corporation, Meditrust Operating Company Meditrust Corporation and Meditrust
and Certain Shareholders of Cobblestone Operating Company, event date January 11,
Holdings, Inc. 1998
10.7 First Amendment to Shareholders Incorporated by reference to Annex D-1 to
Agreement dated April 30, 1998, by and the Joint Proxy Statement/Prospectus on
among Meditrust Corporation, Meditrust Form S-4/A of Meditrust Corporation and
Operating Company and certain Meditrust Operating Company (File Nos.
shareholders of La Quinta Inns, Inc., and 333-47737 and 333-47737-01)
solely for the pursposes of Section 3.6 of
such Agreement, La Quinta Inns, Inc.
10.8 First Amendment to Shareholders Incorporated by reference to Exhibit 10 to
Agreement among Meditrust Corporation, the Joint Current Report on Form 8-K of
Meditrust Operating Company and Certain Meditrust Corporation and Meditrust
Shareholders of Cobblestone Holdings, Inc., Operating Company, event date March 16,
dated as of March 16, 1998 1998
10.9 Purchase Agreement dated as of February Incorporated by reference to Exhibit 4.28 to
26, 1998 among Meditrust Corporation, the Joint Registration Statement on Form
Meditrust Operating Company, Merrill Lynch S-4/A of Meditrust Corporation and
International and Merrill Lynch, Pierce, Meditrust Operating Company (File Nos.
Fenner & Smith Incorporated 333-47737 and 333-47737-01)
10.10 Amendment Agreement to Purchase Incorporated by reference to Exhibit 99.3 to
Agreement dated as of July 16, 1998 the Joint Quarterly Report on Form 10-Q for
among Meditrust Corporation, Meditrust the Quarter ended June 30, 1998
Operating Company, Merrill Lynch
International and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No Title Method of Filing
<S> <C> <C>
10.11 Amendment Agreement to Purchase Incorporated by reference to Exhibit 99.4 to
Agreement dated as of July 31, 1998 the Joint Quarterly Report on Form 10-Q for
among Meditrust Corporation, Meditrust the Quarter endedJune 30, 1998
Operating Company, Merrill Lynch
International and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
10.12 Amendment Agreement to Purchase Incorporated by reference to Exhibit 99.5 to
Agreement dated as of September 11, 1998 the Joint Registration Statement on Form
among Meditrust Corporation, Meditrust S-3/A of Meditrust Corporation and
Operating Company, Merrill Lynch Meditrust Operating Company (File Nos.
International and Merrill Lynch, Pierce, 333-40055 and 333-40055-01)
Fenner & Smith Incorporated
10.13 Amendment Agreement to Purchase Filed herewith*
Agreement dated as of November 11, 1998
among Meditrust Corporation, Meditrust
Operating Company, Merrill Lynch
International and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
10.14 Unsecured Purchase Price Adjustment Filed herewith*
Mechanism Agreement among Meditrust
Corporation, Meditrust Operating Company,
Merrill Lynch International and Merrill Lynch,
Pierce, Fenner & Smith Incorporated as a
partial amendment and restatement of that
certain Purchase Price Adjustment
Mechanism Agreement dated as of
February 26, 1998
10.15 Amended and Restated Settlement Filed herewith*
Agreement dated as of November 11, 1998
among Meditrust Corporation, Meditrust
Operating Company, Merrill Lynch
International and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
10.16 Amendment to Credit Agreement dated as Filed herewith*
November 23, 1998 among Meditrust
Corporation, Morgan Guaranty Trust
Company of New York and the other Banks
set forth therein
11 Statement Regarding Computation of Per Filed herewith*
Share Earnings
21 Subsidiaries of the Registrant Filed herewith*
23 Consent of PricewaterhouseCoopers L.L.P. Filed herewith*
27 Financial Data Schedule Filed herewith*
</TABLE>
* Previously filed with the Joint Annual Report filed on Form 10-K for the year
ended December 31, 1998.
28
